Terms and Conditions

1 DEFINITIONS

The following words and phrases shall, where used in this Agreement, have the following meanings unless the context requires otherwise:

• 'Supplier' means Asplen Management Ltd.
• 'Purchase Order' means a request to supply Services.
• 'Purchase Acknowledgement' means confirmation that the Supplier is willing to supply services
• 'GPL' means the GNU General Public License.
• 'Agreement' means this agreement, the GPL and the Purchase Acknowledgement.
• 'Customer' means the company, organisation or individual purchasing services.
• 'Party' means Customer and Supplier
• 'Services' means the services to be provided as specified at under this agreement and listed in schedule A.
• 'Prerequisites' means documents, images or other material to be provided by the customer.

2 PREAMBLE

The supplier is in business to provide services related to its e-Bills web enabled billing software, other software solutions, project management, product management and consultancy.

e-Bills is free software; you can redistribute it and/or modify it under the terms of the GNU General Public License as published by the Free Software Foundation; either version 2 of the License, or (at your option) any later version.

e-Bills is distributed in the hope that it will be useful, but WITHOUT ANY WARRANTY; without even the implied warranty of MERCHANTABILITY or FITNESS FOR A PARTICULAR PURPOSE. See the GNU General Public License for more details.

You should have received a copy of the GNU General Public License along with e-Bills; if not, write to the Free Software Foundation, Inc., 59 Temple Place, Suite 330, Boston, MA 02111-1307 USA

3 PROVISION OF SERVICES

The Customer agrees to purchase Services from the Supplier as set out in its Purchase Order. This agreement shall not become effective until the Supplier issues a Purchase Acknowledgement.

The Supplier reserves the right to suspend services until monies due have cleared its UK bank account.

The Customer will reasonably co-operate with the Supplier in Supplier’s provision of a Service, including any analysis, testing or upgrade activities.

The initial term for a Service will be as shown on the Purchase Acknowledgement. Further services may be procured through the issuance of further Purchase Orders and Purchase Acknowledgements.

4 TERMINATION

Either party may terminate this Agreement by not less than one months written notice to the other.

The Supplier may at its own discretion make a refund to the Customer considering that the cost of providing services is not proportional to the period of contract fulfilled.

A 10% handling charge will be made when this agreement is terminated prior to commencement of the Services.

If either Party experiences a Bankruptcy/Insolvency Event, the Party not experiencing the Bankruptcy/Insolvency Event may terminate the Agreement by giving the other Party notice in writing.

5 LIABILITIES, WARRANTIES AND INDEMNITIES

A Party is not liable for, and it is excused from, any failure or delay in performance due to a cause beyond its reasonable control, including, but not limited to, acts of God, inclement or severe weather, industrial disputes other than between the affected Party and its employees, failure or shortage of power supplies, lightning or fire, acts of local or central government or other competent authorities, war, civil disorder, acts or omissions of telecommunications operators, or events beyond the reasonable control of its suppliers. The affected Party will promptly notify the other of any circumstance covered by this paragraph.

The Supplier warrants that it will provide a Service in accordance with the terms of the Agreement. However, all other warranties and conditions (whether implied by statute, common law or otherwise, including, but not limited to fitness for purpose) are excluded to the extent permitted by law.

The Supplier will have no liability to Customer in contract, tort (including but not limited to negligence) or otherwise arising out of or in connection with the Agreement for direct or indirect loss of profits, revenue, business, contracts or anticipated savings, nor for any indirect or consequential loss or damage, nor for any loss of data.

6 DATA PROTECTION

The Parties acknowledge that the Supplier will hold and process personal data. The Supplier will have in place adequate technical and physical security measures to protect such data and to comply with the United Kingdom Data Protection Act 1984. The Supplier will not disclose personal details to any third party without prior written permission.

7 NOTICES

Any notice given under or pursuant to the Contract may be sent by hand or by post or by registered post or by the recorded delivery service, facsimile or email. Such notice shall be deemed effectively given on the day when in the ordinary course of the means of transmission it would first be received by the addressee in normal business hours.

8 CHARGES AND PAYMENT TERMS

The price shall be as stated in the Purchase Order and shall remain firm for the period of the Contract.

Payment shall be due immediately and in any case not exceeding 30 days from date of invoice.

9 SUPPLIER'S STATUS

Nothing in the Contract shall be construed as creating a partnership, a contract of employment or a relationship of principal and agent between the Customer and the Supplier.

10 SEVERABILITY

If any provision of the Contract is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of the provisions of the Contract shall continue in full force and effect as if the Contract had been executed with the invalid, illegal or unenforceable provision eliminated.

11 ENTIRE AGREEMENT

The Contract comprises all the express terms of the contract between the Customer and the Supplier

12 GOVERNING LAW

These Conditions shall be governed by and construed in accordance with English law and the Supplier hereby irrevocably submits to the jurisdiction of the English courts.

SCHEDULE A - SERVICES PROVIDED

A.1 e-Bills Annual Support contract

Unlimited support for any e-Bills related issue via personally addressed email. We will respond to any incident within 4 hours of receiving your request in normal UK working hours. If we deem necessary we will extend our working hours to solve support requests. We will prioritise developments to meet feature requests or enhancements needed by customers with support contracts and provide you with priority upgrades.

A.2 e-Bills One-hit incident support

Support of a single incident related to e-Bills. If necessary we will copy your database and necessary files onto one of our servers to recreate the situation. We will work with you to solve the problem and beyond to ensure that it is rectified.

A.3 e-Bills installation

We will install e-Bills and any necessary components onto your server. You will provide us with the IP address of your server and give us unlimited access via the Internet. This may, if necessary, require you to provide us with a privileged username and password for a limited period. You will provide us with telnet, ssh, ftp and http access.

A.4 e-Bills TeX PaK customization

We will provide you with an e-Bills TeX PaK customized for your business. This will also include your logo. The TeX PaK will include one invoice format and three letters using whatever text you require (including, if necessary, bank mandate and other simple forms, but not bank giro credit forms). We will work to accommodate your design and to fit in with any pre-printed stationary requirements that you have. Due to differences in paper sizes, available fonts and printing systems we do not guarantee to deliver templates with text positioned to pre-defined tolerances. You will provide your logo to us as an EPSF or Open Office format of a suitable resolution for printing at 600dpi (low res graphics used for web sites are not suitable).

A.5 Project Management

This is a bespoke service and we will agree with you the exact roles, responsibilities and payment schedule prior to commencement of any work.

A.6 Consultancy

This is a bespoke service and we will agree with you the exact roles, responsibilities and payment schedule prior to commencement of any work.

A.7 Training

This is a bespoke service and we will agree with you the exact roles, responsibilities and payment schedule prior to commencement of any work.

A.8 Bespoke development

This is a bespoke service and we will agree with you the exact roles, responsibilities and payment schedule prior to commencement of any work.

A.9 Hosted billing solution

We will host an e-Bills web enabled billing solution on one of our servers of our choice, giving you access 24 hours per day, 365 days of the year. The availability of such server will be determined by the services from our Internet Service Provider. You agree to notify us immediately regarding any malfunction, unavailability or outage. We will notify you of any planned maintenance, downtime or outages that we are aware of. We reserve the right to move to a different Internet Service Provider at any time and will notify you in advance if we do so. We will configure e-Bills with the core data supplied by you and work with you to develop a TeX PaK that meets you invoice and letter format requirements. You agree to supply us with a copy of your logo in a suitable format, such as EPSF or one which can be opened Open Office.